Other notes

12 Remuneration board of management and supervisory board

Page 1 | 2 | 3

Remuneration of the Board of Management
The Remuneration and Appointment Committee of the Supervisory Board (‘the Committee’) makes proposals for the remuneration of the members of the Board of Management of the Company and evaluates the full remuneration structure periodically. The Committee is mandated by, and reports its conclusions and recommendations to the full Supervisory Board. The remuneration report can be found here

in thousands of Euro Months Base salary Pension Bonus Total

2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
L.W. Gunning 3.5
219
52


271
C.K.Z. Miles 9 12 505 655 61 79 550 373 1,116 1,107
G.A. Netland 8
292




292
A.J. Preisig
4
115
17
81
213
P. Salle 4 12 169 482

482 317 651 799
P. Valks 12 12 424 402 90 317 402 325 916 1,044
F. Vervoort 12 12 411 385 67 257 320 201 798 843
B. Wilkinson 12 12 446 421 45 44 137
628 465
Total

2,466 2,460 315 714 1,891 1,297 4,672 4,471

Annual cash bonus
The cash bonuses are based on the achievement of the budgeted operating income of the Group or the companies for which the relevant member of the Board is responsible. Cash bonuses paid in any year relate to performance in the previous year. In 2006 Mr Salle received, in addition to the above, a final cash payment of €151,598 relating to the performance share plan of a Group subsidiary for which he was formerly responsible.

Other
In addition to the above, the following payments were made:

  • Mr Gunning received an exceptional one-off amount of €400,000 gross for the loss of existing long term incentive rights at his previous employer and an amount of €100,000 gross as compensation for the costs of relocation to the Netherlands.
  • Mr Miles has left the Company as of September 2007. He is receiving severance payment in total of €1,742,000 and his share rights will vest in full which leads to an additional expense of €3,200,000 in 2007.
  • As of May 2006, Mr Preisig has left the Company. He received severance payment in total of €563,000.

Options granted to members of the Board of Management


Vested as of 01-01-2007 Unvested as of 01-01-2007 Vested during 2007 Exercised during 2007 Forfeited during 2007 Vested as of 31-12-2007 Unvested as of 31-12-2007 Exercise price in Expiry date
C.K.Z. Miles 22,897

22,897


9.10

40,000

40,000


14.30


3,298 3,298

3,298
13.45 12-02-2011
F. Vervoort 10,500



10,500
14.30 01-03-2011

28,000



28,000
13.54 07-02-2012
A.J. Preisig 4,390 8,110
4,390 8,110

14.30

29,129 4,871
29,129 4,871

13.54
P. Valks 7,435 2,565 2,565 10,000


14.30

8,031 1,969 1,624 9,655

345 13.54 07-02-2012
P. Salle
116,870 106,350 106,350 10,520

4.79


123,331 97,111 97,111 26,220

13.45
B. Wilkinson 75,000

75,000


9.10

14,993 7 5

14,998 2 13.54 07-02-2012


3,298 2,828
470 2,828
13.45 12-02-2011
G. Netland 6,460 3,540 3,540 10,000


14.30

20,055 4,945 4,164 24,219

781 13.54 07-02-2012
Total 266,890 272,804 221,485 428,751 50,191 59,624 1,128

Rights to receive ordinary shares granted to members of the Board of Management


As of 01-01-2007 Granted during 2007 Vested during 2007 Forfeited during 2007 As of 31-12-2007 Expiry date
C.K.Z. Miles 102,467
102,467



102,731


102,731 Early 2008

101,642


101,642 Early 2009


102,420

102,420 Early 2010
F. Vervoort 52,331
52,331



51,802


51,802 Early 2008

54,998


54,998 Early 2009


54,064

54,064 Early 2010
A.J. Preisig 56,805
50,426 6,379


55,575
43,253 12,322

P. Valks 3,500
2,887 613


21,750
17,942 3,808


46,607
43,764 2,843


51,017


51,017 Early 2008

54,998


54,998 Early 2009


57,575

57,575 Early 2010
P. Salle 66,714

66,714


66,427

66,427

Wikinson 49,029
42,043 6,986


53,156


53,156 Early 2008

54,701


54,701 Early 2009


62,327

62,327 Early 2010
G. Netland 15,000
12,630 2,370


37,944
37,659 285


37,631


37,631 Early 2008

39,454


39,454 Early 2009


57,979

57,979 Early 2010
Total 1,176,279 334,365 405,402 168,747 936,495

Number of ordinary Vedior shares held by members of the Board of Management per year end

Board of Management
Number of ordinary shares

2007 2006
G. Netland 3,412 2,858
P. Valks 42,322 11,401
F. Vervoort 50,397 25,346
B. Wilkinson 54,675 34,881
Total 150,806 74,486


Remuneration of the Supervisory Board

in Euro, unless otherwise stated Base compensation Committee compensation Payment of expenses
2007 2006 2007 2006 2007 2006
W.C.J. Angenent – Chairman 50,000 50,000 6,000 6,000 4,500 4,500
R.J. Laan – Vice Chairman 1) 26,923 35,000 2,692 3,500 2,692 3,500
P. Kaminsky (until 28 April 2006) 11,667 833 1,167
D. Sinninghe Damsté – Vice Chairman 2) 35,000 35,000 5,000 5,000 3,500 3,500
H.M.E.V. Giscard d’Estaing 35,000 23,333 2,500 1,667 3,500 2,333
B.C. Hodson (as of 28 April 2006) 35,000 23,333 3,500 2,333 3,500 2,333
Total 181,923 178,333 19,692 19,333 17,692 17,333


In addition Ms Kaminsky received a fixed annual remuneration in 2006 relating to consulting activities in the USA of USD 30,000.

The members of the Supervisory Board do not receive any performance or equity related compensation and do not accrue pension rights with Vedior N.V.



Number of ordinary Vedior shares held by members of the Supervisory Board

Number of shares
Supervisory Board 2007 2006
W.C.J. Angenent 22,608 22,608
H.M.E.V. Giscard d’Estaing 500 500
Total 23,108 23,108